Announcement PDF RNS Number : 0959M East Star Resources PLC 10 June 2025 NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, DIRECTLY OR INDIRECTLY, IN WHOLE OR IN PART, OR INTO OR WITHIN THE UNITED STATES, AUSTRALIA, NEW ZEALAND, CANADA, SOUTH AFRICA OR JAPAN, OR ANY MEMBER STATE OF THE EEA, OR ANY OTHER JURISDICTION WHERE, OR TO ANY OTHER PERSON TO WHOM, TO DO SO MIGHT CONSTITUTE A VIOLATION OR BREACH OF ANY APPLICABLE LAW OR REGULATION. PLEASE SEE THE IMPORTANT NOTICE AT THE END OF THIS ANNOUNCEMENT. THE COMMUNICATION OF THIS ANNOUNCEMENT AND ANY OTHER DOCUMENTS OR MATERIALS RELATING TO THE WRAP RETAIL OFFER AS A FINANCIAL PROMOTION IS ONLY BEING MADE TO, AND MAY ONLY BE ACTED UPON BY, THOSE PERSONS IN THE UNITED KINGDOM FALLING WITHIN ARTICLE 43 OF THE FINANCIAL SERVICES AND MARKETS ACT 2000 (FINANCIAL PROMOTION) ORDER 2005, AS AMENDED (WHICH INCLUDES AN EXISTING MEMBER OF EAST STAR RESOURCES PLC). ANY INVESTMENT OR INVESTMENT ACTIVITY TO WHICH THIS ANNOUNCEMENT RELATES IS AVAILABLE ONLY TO SUCH PERSONS AND WILL BE ENGAGED IN ONLY WITH SUCH PERSONS. THIS ANNOUNCEMENT IS FOR INFORMATIONAL PURPOSES ONLY, AND DOES NOT CONSTITUTE OR FORM PART OF ANY OFFER OR INVITATION TO SELL OR ISSUE, OR ANY SOLICITATION OF AN OFFER TO PURCHASE OR SUBSCRIBE FOR, ANY SECURITIES OF EAST STAR RESOURCES PLC. 10 June 2025 East Star Resources ("East Star Resources" or the "Company") Result of Oversubscribed WRAP Retail Offer Over £0.6m raised from Subscription & Retail Offer East Star Resources Plc (LSE:EST), which is exploring for copper and gold in Kazakhstan, is pleased to announce the result of an oversubscribed WRAP Retail Offer. Due to the significant level of demand, the Company is increasing the amount it will accept from the WRAP Retail Offer to £340,992 and has therefore raised aggregate gross proceeds from the Subscription (which has also been increased) and WRAP Retail Offer of £622,292 (together, the "Fundraise"). Accordingly, the Company will issue a total of 47,868,616 new Ordinary shares at the Issue Price pursuant to the Fundraise. Director Participation Alexander Walker and Alexander ("Sandy") Barblett, who are Directors of the Company, have both participated in the Subscription, subscribing in aggregate for1,846,154new Ordinary shares (the "Directors' Subscription"). In the case of the Director's Subscription, the remaining Directors are deemed to be independent and consider the Director's Subscription to be fair and reasonable insofar as the Company's shareholders are concerned. Following Admission (as defined below), Mr Walker and Mr Barblett will own12.87% and0.77% respectively of the Company's enlarged issued share capital. Further information regarding each Director's participation in the Director's Subscription follows in the Appendix below. Admission and Total Voting Rights Application has been made for the new Ordinary shares to be issued pursuant to the Fundraise to be admitted to trading on the Main Market of the London Stock Exchange and to listing to the equity shares (transition) category of the FCA's Official List ("Admission"). Admission is expected to become effective at 8 a.m. on or around 13 June 2025. Upon Admission, the Company's issued Ordinary share capital will consist of 445,384,535 Ordinary Shares with one voting right each. The Company does not hold any Ordinary Shares in treasury. Therefore, from Admission the total number of Ordinary Shares and voting rights in the Company will be 445,384,535. With effect from Admission, this figure may be used by Shareholders in the Company as the denominator for the calculations by which they will determine if they are required to notify their interest in, or a change to their interest in, the Company under the FCA's Disclosure Guidance and Transparency Rules. The new Ordinary Shares to be issued pursuant to the Fundraise will be issued free of all liens, charges and encumbrances and will, on Admission, rank pari passu in all respects with the Company's existing Ordinary shares. Terms used but not defined in this announcement have the same meaning as set out in the Company's announcement released on 5 June 2025. This announcement should be read in its entirety. In particular, the information in the "Important Notices" section of the announcement below should be read and understood. East Star Resources Plc Alex Walker, Chief Executive Officer Tel: +44 (0)20 7390 0234 (via Vigo Consulting) SI Capital (Corporate Broker) Nick Emerson Tel: +44 (0)1483 413 500 Vigo Consulting (Investor Relations) Ben Simons / Peter Jacob Tel: +44 (0)20 7390 0234 Winterflood Retail Access Platform Kaitlan Billings / Sophia Bechev WRAP@winterflood.com Tel: +44 (0)20 3100 0286 About East Star Resources Plc East Star Resources is focused on the discovery and development of copper and gold in Kazakhstan. East Star's management are based permanently on the ground, supported by local expertise. The Company is pursuing three exploration strategies: · Volcanogenic massive sulphide (VMS) exploration, which to date includes a deposit with a maiden JORC MRE of 20.3Mt @ 1.16% copper, 1.54% zinc and 0.27% lead, in an infrastructure-rich region, amenable to a low capex development · Copper porphyry and epithermal gold exploration, with multiple opportunities for Tier 1 deposits, initially supported by an initial US$500k grant from BHP Xplor in 2024 · Sediment-hosted copper exploration with Getech where the initial targeting strategy is at no cost to East Star Visit our website: www.eaststarplc.com Follow us on social media: LinkedIn: https://www.linkedin.com/company/east-star-resources/ X: https://twitter.com/EastStar_PLC Subscribe to our email alert service to be notified whenever East Star releases news: www.eaststarplc.com/newsalerts The person who arranged for the release of this announcement was Alex Walker, CEO of the Company. This announcement contains inside information for the purposes of Article 7 of Regulation 2014/596/EU which is part of domestic UK law pursuant to the Market Abuse (Amendment) (EU Exit) Regulations (SI 2019/310) ("UK MAR"). Upon the publication of this announcement, this inside information (as defined in UK MAR) is now considered to be in the public domain. The Company's LEI number is: 2138001Y6SMQC8DX2B40 Important Notices The content of this announcement has been prepared by and is the sole responsibility of the Company. This announcement and the information contained herein is not for release, publication or distribution, directly or indirectly, in whole or in part, in or into or from the United States (including its territories and possessions, any state of the United States and the District of Columbia (the "United States" or "US")), Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction where to do so might constitute a violation of the relevant laws or regulations of such jurisdiction. The New Ordinary Shares have not been and will not be registered under the US Securities Act of 1933, as amended (the "US Securities Act") or under the applicable state securities laws of the United States and may not be offered or sold directly or indirectly in or into the United States. No public offering of the New Ordinary Shares is being made in the United States. The New Ordinary Shares are being offered and sold outside the United States in "offshore transactions", as defined in, and in compliance with, Regulation S under the US Securities Act ("Regulation S") to non-US persons (within the meaning of Regulation S). In addition, the Company has not been, and will not be, registered under the US Investment Company Act of 1940, as amended. This announcement does not constitute an offer to sell or issue or a solicitation of an offer to buy or subscribe for New Ordinary Shares in the United States, Australia, Canada, New Zealand, Japan, the Republic of South Africa, any member state of the EEA or any other jurisdiction in which such offer or solicitation is or may be unlawful. No public offer of the securities referred to herein is being made in any such jurisdiction. This announcement is not for publication or distribution, directly or indirectly, in or into the United States of America. This announcement is not an offer of securities for sale into the United States. The securities referred to herein have not been and will not be registered under the US Securities Act, and may not be offered or sold in the United States, except pursuant to an applicable exemption from registration. No public offering of securities is being made in the United States. The distribution of this announcement may be restricted by law in certain jurisdictions and persons into whose possession any document or other information referred to herein comes should inform themselves about and observe any such restriction. Any failure to comply with these restrictions may constitute a violation of the securities laws of any such jurisdiction. WRAP is a proprietary technology platform owned and operated by Winterflood Securities Ltd (registered address at Riverbank House, 2 Swan Lane, London EC4R 3GA; FRN 141455). Winterflood Securities Ltd ("Winterflood") is authorised and regulated in the United Kingdom by the Financial Conduct Authority, is acting exclusively for the Company and for noone else and will not regard any other person (whether or not a recipient of this announcement) as its client in relation to the WRAP Retail Offer and will not be responsible to anyone other than the Company for providing the protections afforded to its clients, nor for providing advice in connection with the WRAP Retail Offer, Admission and the other arrangements referred to in this announcement. The value of Ordinary shares and the income from them is not guaranteed and can fall as well as rise due to stock market movements. When you sell your investment, you may get back less than you originally invested. Figures refer to past performance and past performance is not a reliable indicator of future results. Returns may increase or decrease as a result of currency fluctuations. Certain statements in this announcement are forward-looking statements which are based on the Company's expectations, intentions and projections regarding its future performance, anticipated events or trends and other matters that are not historical facts. These forward-looking statements, which may use words such as "aim", "anticipate", "believe", "intend", "estimate", "expect" and words of similar meaning, include all matters that are not historical facts. These forward-looking statements involve risks, assumptions and uncertainties that could cause the actual results of operations, financial condition, liquidity and dividend policy and the development of the industries in which the Company's businesses operate to differ materially from the impression created by the forward-looking statements. These statements are not guarantees of future performance and are subject to known and unknown risks, uncertainties and other factors that could cause actual results to differ materially from those expressed or implied by such forward-looking statements. Given those risks and uncertainties, prospective investors are cautioned not to place undue reliance on forward-looking statements. These forward-looking statements speak only as at the date of this announcement and cannot be relied upon as a guide to future performance. The Company and Winterflood expressly disclaim any obligation or undertaking to update or revise any forward-looking statements contained herein to reflect actual results or any change in the assumptions, conditions or circumstances on which any such statements are based unless required to do so by the Financial Conduct Authority, the London Stock Exchange or applicable law. The information in this announcement is for background purposes only and does not purport to be full or complete. None of Winterflood or any of its affiliates, accepts any responsibility or liability whatsoever for, or makes any representation or warranty, express or implied, as to this announcement, including the truth, accuracy or completeness of the information in this announcement (or whether any information has been omitted from the announcement) or any other information relating to the Company or associated companies, whether written, oral or in a visual or electronic form, and howsoever transmitted or made available or for any loss howsoever arising from any use of the announcement or its contents or otherwise arising in connection therewith. Winterflood and its affiliates, accordingly disclaim all and any liability whether arising in tort, contract or otherwise which they might otherwise be found to have in respect of this announcement or its contents or otherwise arising in connection therewith. Any indication in this announcement of the price at which the Ordinary shares have been bought or sold in the past cannot be relied upon as a guide to future performance. Persons needing advice should consult an independent financial adviser. No statement in this announcement is intended to be a profit forecast and no statement in this announcement should be interpreted to mean that earnings or target dividend per share of the Company for the current or future financial years would necessarily match or exceed the historical published earnings or dividends per share of the Company. Neither the content of the Company's website (or any other website) nor the content of any website accessible from hyperlinks on the Company's website (or any other website) is incorporated into or forms part of this announcement. The WRAP Shares to be issued or sold pursuant to the WRAP Retail Offer will not be admitted to trading on any stock exchange other than the London Stock Exchange. It is further noted that the WRAP Retail Offer is only open to investors in the United Kingdom who fall within Article 43 of the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005, as amended (which includes an existing member of the Company). Appendix Director's Subscription - Additional Information 1 Details of the person discharging managerial responsibilities/person closely associated a) Name 2 Reason for the notification a) Position/status Chief Executive Officer b) Initial notification/Amendment Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name b) LEI 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Alexander Casey Walker East Star Resources PLC 2138001Y6SMQC8DX2B40 Ordinary shares of 1 pence per share par value GB00BN92HZ16 b) Nature of the transaction Issue of shares c) Price(s) and volume(s) Price(s) Volume(s) 1.3 pence 692,308 d) Aggregated information - Aggregated volume As above As above - Price e) Date of the transaction 9 June 2025 f) Place of the transaction Outside a trading venue 1 Details of the person discharging managerial responsibilities/person closely associated a) Name 2 Reason for the notification a) Position/status Chairman b) Initial notification/Amendment Initial notification 3 Details of the issuer, emission allowance market participant, auction platform, auctioneer or auction monitor a) Name b) LEI 4 Details of the transaction(s): section to be repeated for (i) each type of instrument; (ii) each type of transaction; (iii) each date; and (iv) each place where transactions have been conducted a) Description of the financial instrument, type of instrument Identification code Alexander Barblett East Star Resources PLC 2138001Y6SMQC8DX2B40 Ordinary shares of 1 pence per share par value GB00BN92HZ16 b) Nature of the transaction Issue of shares c) Price(s) and volume(s) Price(s) Volume(s) 1.3 pence 1,153,846 d) Aggregated information - Aggregated volume As above As above - Price e) Date of the transaction 9 June 2025 f) Place of the transaction Outside a trading venue This information is provided by RNS, the news service of the London Stock Exchange. RNS is approved by the Financial Conduct Authority to act as a Primary Information Provider in the United Kingdom. Terms and conditions relating to the use and distribution of this information may apply. For further information, please contact rns@lseg.com or visit www.rns.com. RNS may use your IP address to confirm compliance with the terms and conditions, to analyse how you engage with the information contained in this communication, and to share such analysis on an anonymised basis with others as part of our commercial services. For further information about how RNS and the London Stock Exchange use the personal data you provide us, please see our Privacy Policy. END IOEUKRARVAUNRUR